Reference document 2016

Specialized Committees

The Board of Directors has set up two permanent specialized Committees: an Audit and Accounts Committee and a Nominating, Compensation and Corporate Governance Committee.

The Audit and Accounts Committee

The Audit and Accounts Committee consists of Marie-José Donsion (Chairman), Isabelle Boccon-Gibod (permanent representative of the Fonds Stratégique de Participations) and Hélène Moreau-Leroy. All members of the Audit and Accounts Committee are considered as independent under the criteria set by the AFEP-MEDEF Code.

It carries out the following duties:

review consolidated accounts and financial statements prior to their consideration by the Board,

assess internal control procedures,

review internal and external audit work,

assess the suitability and consistency of accounting principles and policies,

submit recommendations on the appointment of the statutory auditors.

The Audit and Accounts Committee met six times in 2016.

The attendance rate for Committee members at these meetings was 100%.

The Committee reports to the Board of Directors on its work and assesses annually the way it operates.

The Nominating, Compensation and Corporate Governance Committee

The Nominating, Compensation and Corporate Governance Committee consists of Thierry Morin (Chairman), François Enaud and Victoire de Margerie, all being considered as independent following the criteria set by the AFEP-MEDEF Code.

The Committee’s main roles are the following:

assist the Board of Directors in appointing the corporate officers and directors,

submit to the Board of Directors recommendations on the composition of the Board and its committees,

submit proposals in the areas of compensation, pension schemes and contingency funds, and allocation of options to subscribe or purchase shares,

review the compensation of Executive committee members and corporate officers,

review the procedures for allocating attendance fees between Board members,

submit recommendations on corporate governance best practices.

The Nominating, Compensation and Corporate Governance Committee met three times in 2016.

The attendance rate at these meetings was 100%.

It reports to the Board of Directors on its work and submits an annual assessment of its functioning.